FGV Annual Report 2016

ANNUAL INTEGRATED REPORT 2016 361 DETAILS OF ANNUAL GENERAL MEETING There is no increase on Directors' fees for the financial year ended 31 December 2016. The Board subsequently approved the Nomination and Remuneration Committee's recommendation for the Directors' fees in FGV Board and its Board Committees to remain unchanged in respect of the financial year ended 31 December 2016 as set out in the table below: Board/Board Committees Annual Fees Board - RM560,000 (Chairman) - RM120,000 (Non-Executive Directors) Audit Committee - RM64,000 (Chairman) - RM32,000 (Non-Executive Directors) Investment Committee and Board Governance & Risk Management Committee - RM32,000 (Chairman) - RM16,000 (Non-Executive Directors) Nomination and Remuneration Committee - RM35,000 (Chairman) - RM20,000 (Non-Executive Directors) The Board also approved the Nomination and Remuneration Committee's recommendation not to pay fees to the Directors of subsidiaries which have incurred losses in respect of the financial year ended 31 December 2016. 5. Ordinary Resolution 6 – Directors' fees payable from 1 January 2017 until the next AGM of the Company The proposed Ordinary Resolution 6, if passed, will allow the Company to pay a portion of Directors' fees of RM43,200.00 per month to the Non-Executive Chairman and RM5,000.00 per month each to two (2) Directors from 1 January 2017 until the next AGM of the Company (estimated for 18 months). The breakdown is as follows: FGV MSM Malaysia Holdings Berhad Chairman RM23,200.00 per month RM20,000.00 per month Two (2) Directors Nil RM10,000.00 per month 6. Ordinary Resolution 7 – Benefits payable from 1 January 2017 until the next AGM of the Company The benefits payable comprises meeting allowances, medical coverage, insurance coverage, travel expenses, benefits in kind and other claimable benefits payable to the Non-Executive Chairman and Non-Executive Directors. In determining the estimated total amount of benefits payable for the Directors, the Board considered various factors including the number of scheduled meetings for the Board, Board Committees and Board of subsidiaries as well as the number of Directors involved in these meetings including anticipated new appointment of Directors to the Board and Board Committees. The estimated amount of RM4,200,000.00 for the Relevant Period is derived from a total of RM2,800,000.00 for the financial year 2017 and half (1/2) of the said amount equivalent to RM1,400,000.00 for the period from 1 January 2017 until the next AGM in 2018. Payment of the benefits payable will be made by the Company and its subsidiaries on a monthly basis and/or as and when incurred if the proposed Resolution 7 is passed at the Ninth (9 th ) AGM. The Board is of the view that it is just and equitable for the Directors to be paid benefits payable on a monthly basis and/or as and when incurred, particularly after they have discharged their responsibilities and rendered their services to the Company and its subsidiaries throughout the Relevant Period. 7. Ordinary Resolution 8 – Re-appointment of Auditors The present Auditors, Messrs. PricewaterhouseCoopers ("PwC"), have indicated their willingness to continue their services for another year. The Audit Committee and the Board have considered the re-appointment of PwC as Auditors of the Company for the financial year ending 31 December 2017 and have collectively agreed that PwC has met the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements. NOTICE OF ANNUAL GENERAL MEETING